SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HANDY & HARMAN LTD. [ HNH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/12/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 10/12/2017 | F | 291(1) | D | $30.25 | 101,857 | D | |||
| Common Stock, par value $0.01 per share | 10/12/2017 | J | 443 | D | $0.0000(2) | 101,414 | D | |||
| Common Stock, par value $0.01 per share | 10/12/2017 | S | 101,414 | D | $0.0000(3) | 0.0000 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents shares withheld to satisfy tax withholding obligations upon the accelerated vesting of shares of restricted stock pursuant to the Merger Agreement. |
| 2. Represents unvested restricted stock as to which vesting was accelerated and which then were automatically canceled and converted (net of the amount disclosed pursuant to footnote 1 above) pursuant to the Merger Agreement into the transaction consideration, together with cash in lieu of any fractional SPLP preferred units. |
| 3. Tendered into the exchange offer made pursuant to the June 26, 2017 Agreement and Plan of Merger by and among Issuer, Steel Partners Holdings L.P. (SPLP), and Handy Acquisition Co., a wholly owned subsidiary of SPLP (the Merger Agreement), pursuant to which each validly tendered share of Issuer common stock was exchanged for 1.484 6.0% Series A preferred units of SPLP (the transaction consideration), together with cash in lieu of any fractional SPLP preferred units, upon the terms and subject to the conditions set forth in the prospectus/offer to exchange and the related letter of transmittal filed by SPLP with the Securities and Exchange Commission on September 13, 2017 (together with any amendments and supplements thereto). The market value of the transaction consideration is $30.57, based on the trading price of the SPLP preferred units as of the end of trading on October 11, 2017. |
| By: /s/Michael Macmanus, Attorney In Fact for Jeffrey A. Svoboda | 10/16/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||